Just a warning that there are darker themes ahead, after this chapter it will lighten up. You have been warned.

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“So you really can travel up in space? That must be amazing!” exclaimed Midnight after Nigel had just finished talking about how his people travelled to different worlds. She had been a little disappointed when he said that he couldn’t tell her any specifics, due to it being classified. Part of her doubted that what he was saying was true but he described it so vividly she found herself completely hooked on every word the changel-… human uttered.

“It’s not really that big a deal when you spend pretty much every day up there” Nigel answered “Granted, it beats the view out of an office building any day but it just becomes the norm rather quickly” Nigel began to stretch his limbs as he sat “Well, I’ve told you about where I come from, it’s only fair that you tell me about your home.”

“Yeah, I guess that makes sense” Midnight replied as she shifted a little on the floor, having lain down during Nigel’s explanation.

“Well,” she began, “I was born in the Capitol of Nocturnia and I always dreamed of becoming a guard…”

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Captain Equinox entered the lower sections of the castle, a scowl plastered firmly on his face. The meeting had not gone well as many of his subordinates proved to be incredibly incompetent, it was a wonder that they got into the Lunar guard at all. He was heading towards the dungeon to check up on his newest acquisition, the rookie only having spent a few days as a guard so far.

The Captain had ordered that the Sergeant assigned to accompany her remain in the barracks, Equinox wanted to ensure that no one would interrupt the chat he intended to have with the recruit, hoping to add the new guard to his every-growing list of supporters. He had worked hard to secure his position, achieving the final rank after its previous holder had a freak accident concerning a crate of armour falling on him a month ago. It was truly a tragic day, who would have guessed that the rope suspending the crate could just suddenly snap like that, all by itself?

The Captain snickered to himself as he entered the prison wing, remembering the panic that the death had sparked. Thanks to his efforts he now had a substantial power base in Canterlot as well as his followers back in Nocturnia, a web of influence covering a substantial area.

He paused as he reached the door of the dungeon the rookie was guarding, his hoof poised to push open the door. Muffled voices could be heard through the door, the Captain gently opening the oaken door so as to avoid detection, creating a gap just large enough for him to look through.

“… and the city is located in a massive cavern in the side of the mountain, it really is a great place. I remember this one time…”

Equinox shut the door, his mind churning over what he had just witnessed. The rookie, a mare judging from the voice was lying down on the ground in front of the cell and talking to the prisoner like they were friends! The Captain tried to recall what the cell contained and why they were in there.

‘That’s right’ he thought as he began to walk back to his office ‘it’s that Changeling that was captured the other day, this information could prove to be quite useful.’

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Midnight hummed merrily as she made her way towards the barracks, the rising sun signalling that her shift was over. It had been quite an enjoyable night with her and Nigel talking about one-another and learning new things. Midnight had even been able to teach the human to walk and while he still needed improvement he was able to move without falling over all the time. She had almost wanted to stay when the two Solar guards had arrived to relieve her, the human proving to be incredibly easy to talk to. Ever since she had left her home no-one would interact with her, Equestrians being uncomfortable around Nocturne ponies and most Nocturnes avoiding her as she was from an unknown family, prestige being a huge factor in Nocturne social structure.

Nigel was different however, the human not caring about how well off her family was or how important her father was. He treated her like an equal even though they had met only a day before and he had listened to her with interest, unlike others in her life. Her parents were caring but they always preferred her sister and brother over her, the two older siblings possessing charisma and charm while she was content to just enjoy her own company. She wasn’t un-attractive either, probably the only reason she was accepted into the guard, it being common knowledge that Princess Luna preferred to surround herself with good-looking guards to out-do her Sister, the Solar Guard relying on magical enhancements to maintain their appearance.

Midnight was just about to enter the barracks when another Lunar guard ran up to her, a private just like her.
“Private Midnight, the Captain has requested to see you in his office” the guard said, coming to a halt in front of the barracks door.

Midnight was puzzled, what could the Captain like to speak to her about?

“Did he say what for?” she asked the other guard, the messenger shaking his head.

“No he didn’t, he just told me to tell you to see him right away.”

“Okay, thanks then” Midnight said as she turned around and headed back towards the castle and the office of her Captain.

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Captain Equinox smiled as the rookie entered his office, the captain sitting down at his desk. The guard saluted after she entered, a little sloppily but that was expected given her experience.

“Private Midnight reporting as you ordered”

“At ease Private, please, take a seat” the Mare did as she was told, planting her rump on one of the pillows in front of the Captain’s desk.

“Now Private,” Equinox began “I called you up here to talk about a few things, first off I want to know how you’re doing so far and if there’s anything you’d like to ask?”

The private brightened at this, the young mare beaming at him.

“I’m really enjoying it Sir, it’s a great honour to be serving the Princess.”

“That’s good to hear Private” said Equinox with a false smile on his face, disappointed that the guard was just another blind follower of the false ruler “there is one thing I would like to ask you, what you think about the changeling we have captive?”

Private Midnight’s smile seemed to grow a little at the mention of the prisoner.

“I think he’s pretty nice Sir, he doesn’t seem that bad” the Private replied “why do you want to know, if that’s okay to ask Captain?”

“That’s the main reason I called you into my office, Midnight” Equinox answered as he got and walked over towards the private, stopping only when he was towering over her “I wanted to ask you what caused you to betray your people and Princess by providing the insect with information.”

The Private froze, the mare shocked by the accusation.

“I-I-I never d-did anything like that S-Sir,” she stuttered as she looked up towards the Captain, the officer’s calm tone doing nothing to calm her “I only talked to him about what it was like at home.”

“EXACTLY!” the Captain shouted, causing the terrified mare to flinch back “YOU GAVE INFORMATION ABOUT OUR HOME TO AN ENEMY, THREATING US ALL INCLUDING YOUR OWN FAMILY!”

The mare began to sob, the captain lowering his voice, a cold tone seeping in.

“You know the punishment our people have for treason against our nation, Midnight” the Captain said as he drew his sword with a wing, the mare’s eyes widening in fright at the sight of the black blade.

“Death” he finished, the blade swinging towards the Private’s neck.

“NO, PLEASE SIR!” she cried out, the Captain’s sword stopping mid arc, Equinox staring down at the Private with emotionless eyes. He had to admit that she was quite an attractive specimen and she did want to live…

A grin appeared on the Captain’s face as an idea popped into his head.

“I’ll offer you a deal, Midnight” he said as he sheathed his sword, the Mare looking at him with pleading eyes “I’ll be willing to forget this incident ever happened and will never speak of it again, on one condition…”

“What *sniff* do you want?” Midnight replied through her tears, the Captain’s hunger filled look sending shivers of terror through her body.

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It had been a week since Nigel and Midnight talked and he hadn’t seen the mare since. Two new bat-ponies had been guarding him in her absence, the new-comers much less friendly towards him. Nigel figured that she must have been assigned to another area and he hoped that she would be back, after all it can get quite boring talking to one-self. He also wanted to thank her for her walking advice, Nigel finding it easy to walk now without falling over or stumbling.

Morning had arrived a few hours ago and Nigel had found himself passing the time by writing out the entire script for ‘Monty Python and the Holy Grail’ on the walls with a piece of chalk he had found, having memorised the entire 21st Century film word for word.

He was interrupted by the prison doors opening, Princess Celestia walking in surrounded by guards and that irritating surfer Captain.

“How is our guest this morning?” the Princess asked the guards when she reached Nigel’s cell.

“Quiet, your Majesty, he seems to have pre-occupied himself with scrawling gibberish on the cell walls.”

“I’ll have you know you uncultured heathen” Nigel began indignantly “that this work of art is one of the most brilliant pieces of film every created in all of existence!”

Every guard in the room rolled their eyes at his outburst, a lab-coated unicorn stepping out from the mass of guards from where it had concealed itself.

“You were right Princess” the Unicorn mare began, it’s tan mane cut short “this changeling is indeed an interesting subject.”

“You have to buy me dinner first” Nigel retorted, grinning at the blush that formed on the mare’s sun-yellow cheeks.

“Ignore him Bright Spark,” Celestia said as she looked at Nigel, an irritated look on her face “the changeling acts like this all of the time, what I want to know is how it is managing to feed, it’s had no source around since it was captured yet it still remains healthy.”

“Prisoner abuse! Where the hell is the Red Cross when you need them?” Nigel questioned, earning another glare from the Princess.

“I’ll try and find out Princess” the unicorn said, the scientist’s horn becoming wreathed in a blue glow. Everyone in the room watched as a blue beam connected with Nigel, his body beginning to glow with the same colour as the beam.

“What the…” Nigel said as he looked at a blue hoof “this cannot be healthy, I’m a fricken Smurf horse!” he shouted.

“Calm down changeling,” Bright Spark ordered, the beam from her horn stopping while the glow around Nigel remained “The spell will only find out who you are feeding from, it will happen shortl- there!”

Everyone in the room looked towards the changeling as a magical blue line began to extend from the glow, a single tendril floating towards the Princess. The wisp of magic was almost touching Celestia’s muzzle when it suddenly turned back around and flew back towards Nigel, the magical apparition disappearing once it touched his face.

“I cannot believe it Princess,” Bright Spark said, collapsing onto her rear at the sight she had just witnessed “The Changeling appears to be feeding… off itself.”

“I know he has an ego,” Princess Celestia began “but are you absolutely sure about that? There is no recorded instance of a Changeling that’s able to do such a thing.”

“I’m sure, Princess” replied Bright Spark “there is no doubt.”

”Why are you so surprised?” inquired Nigel, standing up and flexing a foreleg “I have the body of an Adonis, even if it is a body shaped like a small black horse. Throw in my infinite wit and amazing charm and you have a triple-a package which is made to please.”

As Nigel said this the blue glow intensified, the light beginning to blind the surrounding ponies.

“Cease the spell Bright Spark” the Princess commanded, the unicorn obeying the order causing the glow vanish without a sound.

The Princess stepped forward until her muzzle was almost poking through the bars of the cage.

“While this is un-expected” she began as she looked down upon Nigel “however it does work in our favour. You see Nigel, this means that we are able to keep you locked in here for as long as we need to, so I suggest that you begin to co-operate a little more.”

“You can count on me to get answers Princess” Captain Armour said as he stood next to Celestia, the guard captain looking at Nigel with a smirk “What do you have to say about that, changeling?”

Nigel took a deep breath and stood on his hind legs, supporting himself by placing his front hooves against the cell bars. He glared defiantly out at the assembled ponies before fixing his gaze upon the Captain and Princess.

“As I walk through the Valley of Death, I fear no evil. For I am the most evil, badarse motherfucker to ever walk-through said Valley. The denizens of the valley all look upon me and flee for their lives as they know of the things of which I am capable. Cower, simple ponies as compared to you I am a God, a being of un-stoppable power that you have displeased. I am merely biding my time, awaiting the perfect moment to swiftly and painfully end your pathetic lives for the crimes you have committed. Pray, pray to every deity that you have, for when I exact my retribution the very planet you stand upon shall weep at the suffering you shall encounter.”

The room was silent, Nigel’s speech having rattled the ponies present, all of their mouths agape. Without a word the Princess turned and left, exiting out through the doorway with her guards and the Captain in tow. After all of the ponies had left the Captain stuck his head through the door.

“You’re a complete Nutjob” he declared as he looked at Nigel.

“Love you too!” Nigel yelled after him, before the door slammed shut, leaving Nigel alone, the former human picking up his chalk between his two hooves to resume his work.

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*Knock knock*

“Enter” spoke Equinox, the door to his office opening and three ponies walking in, the door being shut behind them. Flanked by two Unicorns of the Lunar guard, the Equestrians drafted in to provide the Lunar guard with magical support was Private Midnight, the mare looking a little worse for wear.

“Ah, Private Midnight, I’ve been expecting you, please make yourself at home.”

The mare refused to move, glaring at the Captain from her spot between the two unicorns.

“Don’t be like that,” the Captain said as he inspected one of his hooves for dirt “you were much more… vocal the other night.”

The mare blushed as he said this, Midnight glancing sideways at the two unicorns before facing the Captain once more, a little less defiant.

“What do you want?” she asked dejectedly.

“Well,” Equinox began “I’ve been informed that you’ve been feeling a bit under the weather and I thought I’d check up on you, considering your recent activities.”

“What do you mean by that?” Midnight asked, before she felt a tingling around her lower body, one of the unicorn’s horn emitting a glow. The spell cut out, the unicorn to the left of Midnight stepping towards the Captain.

“It’s confirmed Sir, she is with a foal.”

“No, it can’t be…” Midnight stammered before she looked up towards Equinox with tear filled eyes “Please, you have to help me, please sir!”

Captain Equinox looked down at the begging mare, the tears flowing from the distraught pony’s eyes.

“No, you know the rule regarding this and yet you still chose to break it” the Captain said as he smirked, leaving out the fact that he was the one who had forced her to break it. He turned to the two unicorns standing beside the sobbing mare, the two part of a group of trusted soldiers and he knew that they would not speak of what had happened.

“Take Midnight to the barracks, she has an hour to gather her possessions and then she is to leave the castle, never to return."

The two unicorns saluted, pulling the pitiful former Lunar Guard with them. Equinox smiled as they left, the Captain reaching onto his desk and grabbing his sword. He had a certain prisoner that he wanted to say hello to.

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“Fetch the Holy Hand Grenade” Nigel murmured to himself as he wrote down the line, only one wall of the cell left unmarked by chalk. He paused as the dungeon doors opened, a new bat-pony walking towards his cell. The pony was armoured in fancier armour, the purple metal highlighted with spots of silver. The pony looked much like Nigel’s current guards, save that his head was bare, no helmet resting on the newcomer’s cranium. Nigel assumed that he was an officer of some sort, a fact that was confirmed when the two guards saluted, the only movement they had seemingly made all night.

“At ease, please step outside of the room, I wish to talk with the prisoner in private.”

The two guards looked at each other before leaving their posts, the two stallions exiting the room, the door swinging shut behind them. The newcomer looked towards Nigel with an eager look in his eyes.

“So, if it isn’t the insane changeling the entire castle is going crazy over, I’ve been waiting for a chance to meet you.”

Nigel looked at the pony with a bored expression.

“That’s pretty poor coming from an animal like you; shouldn’t you be outside chewing on some grass?” He said, the visitor already getting on his nerves.

“Now that’s a bit harsh, and here I was about to tell you about you friend, Midnight I think she was called.” The pony replied.

This got Nigel’s attention “I suppose I could will myself to stand your nauseating existence for a few moments, just what do you have to tell me then?”

The pony chuckled, his laughter revealing his two fangs as he smiled “I just wanted to tell you that your precious friend is gone forever, you’re never going to see her again and as a result you’re going to rot in this cell forever alone, how sad.” The pony responded before turning around and walking back towards the exit.

“So what, you just come down here to gloat about that?” Nigel called out after the retreating pony.

“Yes indeed” the pony yelled back.

“Wow” began Nigel “You must have a really small penis if you need to do that”

The pony stopped mid-stride, Nigel’s words getting to him. Nigel decided to continue upon seeing the success of his insult.

“I mean, you must have a serious problem if you have to resort to that, I mean you look like something that would exit a sphincter so I guess it’s not just the size that’s the issue…”

“SHUT YOUR MOUTH!” the pony roared as he turned and bolted back to the cell, the pony standing outside the bars snorting through his nostrils. He used a leathery wing to plug a key hidden in his armour, placing it into the cells lock and turning it, stepping into the cell with Nigel as it opened.

“What’s the problem?” Nigel asked as he looked at the armoured pony without a trace of fear in his eyes and a large smile planted on his face “were my observations… ‘Inadequate’?”

The bat-pony rushed forward, his metal-clad hooves striking Nigel across the body in a flurry of blows, knocking Nigel to the ground.

“I haven’t got a problem you insect” the pony said as he smacked a hoof into Nigel’s left cheek, causing a crack to form in the chitin, green blood beginning to spill out “I just came back to tell you that I bucked your friend last week and gave her a bastard foal, all because of the fact that she was afraid I would execute her after I found out about your little chat” the pony delivered another hit to Nigel’s belly, hitting the soft flesh causing a bruise “she’s out of the guard and never allowed back.”

The pony ceased the beating and used his hooves to pull the bleeding form of Nigel up to eye level, one of the changeling’s eyes beginning to swell up.

“Come on funny bug, where’s your jokes now?” the pony asked as he looked into Nigel’s eyes. Nigel spat a glob of green blood onto the front of the pony’s armour before replying.

“I’ve got one, and it’s guaranteed to ‘bowl’ you over” he said.

The pony looked slightly confused, his distraction allowing Nigel to slam the metal water bowl he had managed to pick up with a foreleg into the side of the pony’s head, dropping the officer to the ground.

Nigel pushed the unconscious body off of him, shakily standing over the pony.

“Oh and I know you can’t hear me but you hit like a little bitch, the only joke i know is passed out on the floor.”

Nigel wiped a trail of blood from the corner of his mouth, moving to walk out of the cell. He stopped however, remembering what the pony had said while it was attacking him. While he wasn’t indebted towards Midnight, what had happened to her was partly his fault in a way. Nigel felt a pang of guilt run through him, an unusual feeling for the normally callous soldier at the thought of the young mare alone in the city with a child in her womb. A child belonging to the piece of trash currently lying on the floor of the cell…

Nigel eyed the sword attached to a strap on the pony’s armour, an idea forming inside his head.

“It’s a shame that you’re not awake to experience this” Nigel lamented as he drew the sword from the scabbard, finding that the grip fitted perfectly in one of the holes in his front leg. Nigel rolled the pony’s body over, exposing the revenge-driven being’s target.

“Guess I’ll have to have enough fun for the both of us…”

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Nigel whistled a jolly tune as he walked away from the palace, cloaked in a midnight blue cape that concealed his form. After he had escaped the cell he had found the cloak in a laundry cart outside the dungeon, Nigel having knocked out the two guards standing outside of the prison door. The bat-ponies obviously been expecting their officer to walk out, instead they got a human-turned-changeling wielding a metal pole, a pole that had soon made contact with their heads. Nigel had salvaged the improvised weapon from a broken cabinet, not wanting to kill the guards as it would no-doubt draw un-necessary heat once Princess Sun-arse found out about Nigel’s escape.

Nigel had at first had some difficulty when he tried to pick up the pole but it seemed like his hooves could somehow ‘grip’ metal objects. Nigel just chalked it up as another law of physics that this planet wanted to screw with and if it assisted him with attacking others than it was a plus in his books.

The cloaked changeling turned down an alleyway, the streets of the city empty except for a few drunks stumbling home from a bar in the distance, the drinking establishment the only building with lights on in the immediate vicinity. He planned to leave the city while night was still prevalent, hoping to put as much distance between the ponies and himself. Maybe he could find one of these other civilisations that Midnight had told him about, something regarding Griffons, Minotaurs and Zebras. He rounded a bend in the ally, this section covered with trash and the debris that accompanies city life, piles of cardboard boxes and papers littering the path.

Nigel halted as what he had first thought was a pile of rubbish moved, a sob emerging from the figure as a pair of golden, slitted eyes looked at him. He edged a bit closer to the figure, attempting to appear as non-threatening as he possibly could. The alley was poorly lit, both a blessing and a curse as Nigel’s changeling body was hidden but the form of the figure was concealed as well, Nigel only seeing enough to identify that it was a pony.

“Who’s the-there?” a female voiced choked out, the mare quite clearly distressed. Nigel swore that he had heard the voice before when suddenly it clicked together in his mind. The familiar voice, the dark furred body, the golden slitted eyes…

“Midnight?” Nigel asked the figure, the figure looking at him once more.

“Nigel?” she replied back, Nigel stepping closer towards her, his eyes finally able to pierce the gloom.

Pressed up against the stone wall sat Midnight, the bat-pony mare clutching a small bag to her chest with her front hooves. The mare had clearly been crying, long wet furrows in her fur under her eyes leading to a large wet patch on her chest. Midnight was staring at him in disbelief, Nigel moving down to sit beside her as he shoved a cardboard box out of the way.

Nigel almost jerked back as a light purple hoof reached out and touched him on the face, passing over the cut that was leaking green vital fluid. Midnight drew her hoof back and looked at it, studying the green blood that coated it with disbelieving eyes. She turned back to face Nigel, hope filling her golden cat-like eyes.

“You’re real, you’re really real” she said as looked into his blue eyes.

“Of course I am, I’d be a pretty poor excuse of a mirage in my current state” Nigel joked before his tone turned into one of concern.

“What are you doing out in this alley Midnight?”

Midnight embraced him from the side, the mare beginning to sob once more.

“I had no-where else to go, I was thrown out of the guard for talking to you and I didn’t have enough money for a hotel room, let alone enough to afford a trip back home” the mare hugged Nigel a little tighter “that’s even considering that my family would want me back, after all I’m nothing but a failure and a whorse” she glanced down at her belly as she said ‘whorse’, Nigel understanding what the name most likely meant.

“Don’t say that, your family should care for you no-matter what” he answered, the mare once again looking at him “and as for the last bit I don’t think you either of those things, that pony officer told me what happened and I don’t think you did anything wrong. You did what you had to do to survive; no one could fault you on that.”

Midnight let out a sniffle “you said that he told you?”

“Yes, he told me the whole story” Nigel replied as he wrapped a foreleg around her “after which I beat the stuffing out of him and escaped. I had planned to leave the city tonight but I’m sure that can wait a few days.”

A breeze blew through the alley, the cold gust of air causing Midnight to shiver dispite her fur. Nigel removed the cloak and placed it over the pair, Midnight hugging his bare body as she pushed her head against his left shoulder.

“What if he comes after us, he said that if I told anyone about what he did then he would kill me” Midnight said as she snuggled against Nigel’s chest.

“I wouldn’t worry too much about him chasing us” responded Nigel as he made himself comfortable, preparing to spend the rest of the night in Midnight’s embrace.

“Let’s just say that I don’t think he has the balls.”